HSBC completes UK buy-back cancellations; Hong Kong repurchases pending cancellation

Rhea-AI Filing Summary

HSBC Holdings plc announced it purchased and cancelled ordinary shares as part of the buy-back program it announced on 31 July 2025. On 11 August 2025 the company bought 2,409,236 shares on UK venues at a volume-weighted average price of £9.4604 per share and 879,600 shares on the Hong Kong Stock Exchange at a volume-weighted average price of HK$99.7314 per share.

Since the buy-back began, HSBC has repurchased 27,507,257 ordinary shares for approximately US$340.7 million. Following cancellation of the shares repurchased on the UK venues, issued ordinary share capital is 17,385,050,130 shares with voting rights and there are no ordinary shares held in treasury. Cancellation of the Hong Kong repurchases is pending and HSBC will announce total voting rights once those shares are cancelled.

Positive

• Repurchase execution: HSBC repurchased a total of 27,507,257 ordinary shares since 31 July 2025 as part of the announced buy-back.
• Capital return completed on UK Venues: Shares bought on UK venues were cancelled, reducing issued ordinary share capital to 17,385,050,130 and confirming no treasury shares.

Negative

• Pending Hong Kong cancellations: Shares repurchased on the Hong Kong Stock Exchange have not yet been cancelled, so total voting rights are not final and a further announcement is required.

Insights

Financial Analyst

TL;DR: HSBC executed part of its announced buy-back, repurchasing 27.5M shares for about US$340.7m, reducing issued shares.

The report details on‑exchange and on‑market purchases on 11 August 2025: 2,409,236 shares on UK venues at a VWAP of £9.4604 and 879,600 shares on the Hong Kong Stock Exchange at a VWAP of HK$99.7314. Cumulatively, the buy-back totals 27,507,257 shares for ~US$340.7m. The company has cancelled the UK‑venue repurchases, lowering issued share capital to 17,385,050,130; Hong Kong cancellations remain pending. This is a clear execution of the announced capital return program and a modest reduction in share count.

Corporate Governance Expert

TL;DR: UK purchases have been cancelled and voting‑rights denominator updated; Hong Kong cancellations remain subject to longer processing.

Procedurally, repurchases on UK Venues were implemented as "on Exchange" market purchases and those shares were cancelled, with the updated issued share figure usable by shareholders for FCA notification thresholds. Repurchases on the Hong Kong Stock Exchange are considered "off market" under the Companies Act 2006 and require additional processing time; HSBC will publish a further announcement when those shares are cancelled. The filing notes there are no ordinary shares held in treasury.

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a - 16 or 15d - 16 of

the Securities Exchange Act of 1934

For the month of August

HSBC Holdings plc

42nd Floor, 8 Canada Square, London E14 5HQ, England

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F).

Form 20-F X             Form 40-F  

HSBC HOLDINGS PLC

11 August 2025

Transaction in own shares

HSBC Holdings plc ("HSBC" or the "Company") announces that it has purchased for cancellation the following number of its ordinary shares of US$0.50 from Merrill Lynch International ("Merrill Lynch") as part of its buy-back announced on 31 July 2025.

UK Venues

Date of purchase:	11 August 2025
Number of ordinary shares of US$0.50 each purchased:	2,409,236
Highest price paid per share:	£9.4910
Lowest price paid per share:	£9.4410
Volume weighted average price paid per share:	£9.4604

All repurchases on the London Stock Exchange, Aquis Exchange, Cboe Europe Limited (through the BXE and CXE order books) and/or Turquoise ("UK Venues") are implemented as "on Exchange" transactions (as such term is defined in the rules of the London Stock Exchange) and as "market purchases" for the purposes of the Companies Act 2006.

Hong Kong Stock Exchange

Date of purchase:	11 August 2025
Number of ordinary shares of US$0.50 each purchased:	879,600
Highest price paid per share:	HK$99.9000
Lowest price paid per share:	HK$99.5000
Volume weighted average price paid per share:	HK$99.7314

All repurchases on The Stock Exchange of Hong Kong Limited ("Hong Kong Stock Exchange") are "off market" for the purposes of the Companies Act 2006 but are transactions which occur "on Exchange" for the purposes of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and which constitute an "on-market share buy-back" for the purposes of the Codes on Takeovers and Mergers and Share Buy-backs.

Since the commencement of the buy-back announced on 31 July 2025, the Company has repurchased 27,507,257 ordinary shares for a total consideration of approximately US$340.7m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,385,050,130 ordinary shares with voting rights. There are no ordinary shares held in treasury. Cancellation of the shares repurchased on the Hong Kong Stock Exchange takes longer than those repurchased on the UK Venues and a further announcement of total voting rights will be made once those shares have been cancelled.

The above figure of 17,385,050,130 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

In accordance with Article 5(1)(b) of the Market Abuse Regulation (EU) No 596/2014 (as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended), a full breakdown of the individual trades made by Merrill Lynch on behalf of the Company is available via the link below.

http://www.rns-pdf.londonstockexchange.com/rns/8751U_1-2025-8-11.pdf

This announcement will also be available on HSBC's website at www.hsbc.com/sea

Enquiries to:

Lee Davis

Group Governance

shareholderquestions@hsbc.com

+44 (0)20 7991 8888

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HSBC Holdings plc

By:

Name: Aileen Taylor

Title: Group Company Secretary and Chief Governance Officer

Date: 11 August 2025

FAQ

What shares did HSBC repurchase on 11 August 2025 (HSBC)?

On 11 August 2025 HSBC repurchased 2,409,236 ordinary shares on UK venues at a VWAP of £9.4604 and 879,600 ordinary shares on the Hong Kong Stock Exchange at a VWAP of HK$99.7314.

How many shares has HSBC repurchased since the buy-back began and what was the cost?

Since the buy-back commenced on 31 July 2025, HSBC has repurchased 27,507,257 ordinary shares for a total consideration of approximately US$340.7 million.

What is HSBC's updated issued ordinary share capital and are there treasury shares?

Following cancellation of the UK‑venue repurchases, issued ordinary share capital is 17,385,050,130 ordinary shares with voting rights and there are no ordinary shares held in treasury.

Have the Hong Kong repurchased shares been cancelled?

No. The announcement states that cancellation of the shares repurchased on the Hong Kong Stock Exchange takes longer and HSBC will make a further announcement once those shares have been cancelled.

Where can I find a full breakdown of the individual trades made on behalf of HSBC?

A full breakdown of individual trades made by Merrill Lynch on behalf of HSBC is available at the link provided in the filing: http://www.rns-pdf.londonstockexchange.com/rns/8751U_1-2025-8-11.pdf.